Amendments To The Company Law Adopted

On November 17, 2021, the National Assembly of the Republic of Serbia adopted the Law on Amendments to the Company Law, which entered into force on November 27, 2021 (hereinafter: the Law or Company Law). The Law was published in the Official Gazette of the Republic of Serbia no. 109/2021 of 19 November 2021.

Article 3 of the Law amended Article 19 of the Company Law, and it is now defined that the address of companies registered office must include a city, municipality, populated place, street or square, house number, floor and apartment number in accordance with the regulations governing the territorial organization, while Article 55 of the Law stipulates that companies, entrepreneurs, branches and representative offices of foreign companies that do not have a registered office address in the manner above, have one year deadline from the date of entry into force of this Law to harmonize their headquarters address with new provisions on registered office addresses.

Also, the mentioned amendments to Article 19 of the Law introduced the possibility for an interested person to file a lawsuit with the competent court and request the deletion of the registered office address of the company, if the person who has the right of ownership over the real estate has not allowed the use of the space where the address of the registered office is for performing the company’s business management. At the request of the plaintiff, the registration of the record of the dispute will be performed, and the procedure for the said lawsuit is urgent. Upon the finality of the judgment for deleting the registered office address, it shall be submitted to the Register of Business Entities of the Business Registers Agency for registration, with the stipulation that in case the company does not register a new registered office address within 30 days from the day the judgment becomes final, the procedure of forced liquidation of that company shall be initiated ex officio. The mentioned provisions now define the issue, which often appeared in practice, to register the addresses of the registered offices of the companies on the real estate owned, mostly by natural persons, without the knowledge of the owner of the real estate and without obtaining the consent or permission for the said registration.

In addition to the above, the amendments to Article 21 of the Law introduced the obligation of companies to register as a user of e-government services, in accordance with the law governing e-government. Delivery of the electronic document to the company or entrepreneur in the Single electronic mailbox on the e-government portal will be done in accordance with the provisions of the law governing e-government. The stated amendments to Article 21 shall start to apply after the expiration of 18 months from the day the Law enters into force.

In addition to certain amendments to Article 66, Article 66a has been introduced in the Company Law, which prescribes the obligation to report on matters of personal interest where the approval referred to in Article 66 is required, through annual financial reports for the business year in which the legal transaction or action was taken.

It is important to mention the introduction of Article 393a in the Law, which introduces the right of shareholders and the duty of a joint stock company that is not public, at the request of a shareholder who owns at least 5% of the company’s share capital, no later than three days from the date of receipt of the request, provide insight into data on the amount and structure of compensation for each director, executive director and supervisory board member.

The issue of fees in public joint stock companies is defined by the introduction of new members, 463a – 463c, which define fee policies, reports on fees, their proposal and adoption, stating that public joint stock companies have to comply with the provisions on fees within a year from the date of entry into force of the Law.

Also, Chapter IVa and Articles 469a-469j have been introduced into the Law, which introduces and defines the terms institutional investors, asset managers and voting advisors, provided that the beginning of the application of these institutes is determined by the accession of the Republic of Serbia to the European Union.

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